Heritage Commerce (HTBK) Proxy Filing summary

Executive summary

• CVB Financial Corp. and Heritage Commerce Corp have agreed to merge, with Heritage merging into CVBF and Citizens Business Bank (CVBF's subsidiary) merging with Heritage Bank of Commerce (Heritage's subsidiary).

• The merger aims to expand Citizens' presence into the Bay Area, achieving comprehensive coverage of California's business banking markets and enhancing scale and competitiveness.

• Heritage shareholders will receive 0.65 shares of CVBF common stock for each Heritage share; CVBF shareholders retain their shares.

• The merger is expected to qualify as a tax-free reorganization for U.S. federal income tax purposes.

• Upon completion, former Heritage shareholders will own approximately 23% of CVBF, and former CVBF shareholders will own about 77%.

Voting matters and shareholder proposals

• CVBF shareholders will vote on the merger agreement and the issuance of CVBF shares to Heritage shareholders, and on a potential adjournment to solicit more proxies if needed.

• Heritage shareholders will vote on the merger agreement, a non-binding advisory vote on executive compensation related to the merger, and a potential adjournment.

• Both boards unanimously recommend voting in favor of all proposals.

• Approval requires a majority of outstanding shares for both companies as of the record date.

• Abstentions and failures to vote have the same effect as a vote against the merger proposal.

Board of directors and corporate governance

• After the merger, the boards of CVBF and Citizens will include two Heritage directors, one of whom will be Mr. Clay Jones, who will also become President of CVBF and Citizens.

• The directors and officers of CVBF and Citizens prior to the merger will continue in their roles, except for the addition of Heritage representatives.